Reviewing a supplier NDA before a pilot

A procurement analyst needs a supplier NDA reviewed before an analytics pilot. A review agent prepares an internal exception memo that cites its evidence and names the decisions people must take.

Recorded demonstration on a public NDA with authored amendments and policy; the business owner is simulated.

The business request

Review the supplier NDA and competing amendment copies for an analytics pilot using synthetic test data. Identify policy exceptions, missing evidence and human decisions. Then update the review when the business owner changes the pilot to real customer transaction records.

The problem and the system

The supplier sent two amendment copies that disagree, the company's procurement playbook sets limits the agreement may exceed, and a security exhibit the agreement refers to is missing. Procurement needs to know what the contract permits, where it departs from policy and which questions only Legal and Security can answer, before any data is shared.

The agent is a language model working through document tools. The model decides which document, page or policy section to read, which passages support each finding and when to submit the memo. The tools check the work before a memo is accepted: a source must be read before it is cited, every citation must fall within lines that were read, every playbook rule must be assessed exactly once, unresolved evidence cannot be reported as compliant, and a change in the intended data use must be read and reflected in the next memo. The agent approves or signs nothing.

Memo submitted

Accepted memo

1Request

Business owner

States the review and the intended data use for the pilot.

2Reading

Model

Opens the review context, playbook, NDA, both amendments and the custody record through document tools.

3Findings

Model

Records each finding with the lines that support it and drafts the memo.

4Acceptance

Code

Rejects citations outside the lines read, rules assessed twice or not at all, and unresolved evidence reported as compliant.

5Decisions

Legal, Security, Procurement

Receive the cited exceptions and open questions.

6Changed data use

Business owner

Moves the pilot to real customer records; the next memo is accepted only once the change is read and reflected.

  • People decide

    • The business owner states and changes the intended data use
    • Legal, Security and Procurement decide the exceptions the memo names

  • The model decides

    • Which documents, pages and policy sections to read
    • Which passages support each finding
    • When to submit the memo and which decisions to name

  • Code enforces

    • Sources read before they are cited; citations within the lines read
    • Every playbook rule assessed once; unresolved evidence never reported as compliant
    • A changed data use read and reflected before the next memo
Who holds which authority. How information and authority move through the recorded system. A company deployment would connect the same tools to its own document stores and approval process.

The completed result

The memo separates what the contract permits from what company policy allows. It identifies which amendment copy the custody record supports; that amendment allows routine backups for 180 days against the playbook's 90, so the memo reports an exception for Legal and Security, and it records the security exhibit as missing. When the business owner moves the pilot to real customer records, a short follow-up memo adds the privacy and Legal decisions required before any access.

A separate run with a revised 180-day playbook changes the retention finding while the missing exhibit stays open. The result is a set of evidence-backed decisions for people, not an approval.

Technical detail

Recorded output: Agent-selected tool, submit_report: Submit the exception memo
Recorded memo text. Evidence IDs refer to the source readings in this recording. Internal handoff: use the authored cover plus incorporated Common Paper v1.0 standard terms and Amendment A as the fictional exercise review basis—not Amendment B or the blank public cover. A fixes the confidentiality period but leaves a 180-day backup allowance exceeding playbook-v1’s 90-day limit. Exhibit A remains missing. No approval, signature, procurement authorization or data-access permission is given. Scope: Full review against all eight playbook-v1 rules, using context revision 2: synthetic test data only. Reviewed the unchanged public standard terms v1.0 (page 2), supplier-cover-v1, Amendments A and B, custody-confirmed and stakeholder-exercise (each authored version 1). All signatures and parties are simulated; this is not a real engagement. Citations below identify observed evidence and exact source line ranges. review_basis [aligned; supported]: Within the simulation, rely on supplier-cover-v1, incorporated standard terms v1.0 and Amendment A. Section 11 requires an amendment ‘in writing signed by both parties’ (E5, public PDF p.2 lines 49–55). Custody records both simulated signatures on the exact A snapshot and entry into the simulated executed-document register; B has only the supplier’s simulated signature and no buyer acceptance. Later receipt does not supersede A (E1, custody lines 1–6). The public cover remains blank and unsigned (E3, cover lines 3–9). This establishes an exercise review basis, not legal validity; Procurement records owner must resolve any inconsistent actual intake. confidentiality_term [aligned; supported]: A replaces the cover’s two years from Effective Date with ‘three years from the date of last disclosure,’ preserving protection until information is no longer a trade secret under applicable law (E2, A lines 3–5). This meets playbook-v1. The one-year MNDA Term remains unchanged; confidentiality obligations survive expiration or termination (E4, public PDF p.2 lines 26–28). No confidentiality-period revision is identified for this review basis. permitted_use [aligned; supported]: Purpose is evaluation of the analytics product for a possible procurement pilot, expressly not production-data access, purchase or deployment (E3, cover lines 4–5). Section 2 permits use ‘solely for the Purpose’; representatives need a reasonable need to know, no-less-protective confidentiality obligations, and recipient responsibility for compliance. Care must match protection of similar own information and never fall below reasonable care (E4, public PDF p.2 lines 12–17). Section 3’s demonstrated exclusions remain applicable (lines 18–21). Your recorded intent is synthetic-only; neither production access nor model-training permission is inferred. compelled_disclosure [aligned; supported]: Section 4 allows disclosure only to the required extent, with reasonable advance notice ‘to the extent legally permitted’ and reasonable cooperation ‘at the Disclosing Party’s expense’ (E4, public PDF p.2 lines 22–25). This aligns with policy; it is not an unconditional notice right or guarantee of confidential treatment. retention [exception; supported]: A replaces—not supplements—the standard open-ended backup/record-retention exception. Routine backups may remain ‘no more than 180 days,’ without active business use and under continuing confidentiality; legally required records may remain while legally required (E2, A line 5). The 180-day allowance is a playbook-v1 exception despite being supported contract wording. Seek 90 days or an explicit human exception decision; do not silently substitute another playbook. Otherwise, Section 6 requires cessation on expiration, termination or earlier request, prompt return/destruction after written request, and written confirmation if requested (E4, public PDF p.2 lines 29–34). missing_exhibit [unresolved; unavailable]: The cover incorporates Exhibit A, Information Security Requirements, but states it ‘was not delivered’ and its contents are unknown (E3, cover line 8). A does not supply it, and custody confirms it is missing (E2, A line 3; E1, custody line 6). Procurement records and Security owners must obtain and review the exact incorporated exhibit. No conclusion about absence or satisfaction of security clauses is possible. law_venue [aligned; supported]: The authored cover actually selects New York law and state/federal courts in New York County, New York (E3, cover line 7), matching playbook-v1. These are authored selections, not values filled into the blank public template from policy. human_decisions [unresolved; supported]: This memo identifies an exception and missing evidence; it does not approve or execute anything. The cover expressly disclaims production access, purchase and deployment authority and real signatures (E3, cover lines 4 and 9); custody supplies simulated facts only (E1, lines 1–6). Human resolution of backup retention and Exhibit A remains outstanding. Any later production-data proposal requires separate Security/privacy review and does not itself grant access. Human decision - Security/records owner, with Legal policy owner and Procurement owner: Resolve the 180-day versus 90-day backup exception through revision or documented human acceptance. This blocks treating the package as policy-aligned, not a determination that a trial is authorized. Human decision - Procurement records owner and Security owner: Obtain the exact incorporated Exhibit A and assess its requirements before closing the security review; reconcile any inconsistent actual custody records with Legal. Human decision - Business owner and Procurement owner: Maintain the recorded synthetic-only scope. Any purchase, deployment or procurement progression requires the responsible human process; this memo grants none. Human decision - Security/privacy owners: If production customer records are later proposed, conduct separate Security/privacy review, including Exhibit A and applicable data-handling requirements, before any access decision. Open question: Will Security/records and the responsible policy owner require a 90-day backup amendment or explicitly accept the 180-day exception under playbook-v1? Open question: What does the incorporated Exhibit A require, and can Security confirm its adequacy after Procurement obtains it?
How the agent reached the result

Establish the review scope and source authority

  1. 1. Agent-selected tool: read_review_context: Read the current business scope

    The selected packet and current operator data-use intent are returned. After an intent change, a fresh context read is required.

  2. 2. Agent-selected tool: record_data_use: Record the stated data-use intent

    The model quotes the operator’s synthetic-only statement and records it as the current business scope.

  3. 3. Agent-selected tool: read_review_context: Read the current business scope

    The selected packet and current operator data-use intent are returned. After an intent change, a fresh context read is required.

  4. 4. Agent-selected tool: read_playbook: Read the company playbook

    The authored v1 policy requires three years from last disclosure for ordinary confidentiality and at most 90 days for routine inactive backups, with a separate legally required records exception. Named people own unresolved policy and security decisions.

  5. 5. Agent-selected tool: inspect_versions: Inspect source-version relationships

    The packet contains the public standard terms, authored cover, competing amendment copies, custody and stakeholder records, and an incorporated security exhibit that has not been delivered. Relationships alone do not establish which amendment governs.

  6. 6. Agent-selected tool: read_document: Read the authored cover

    The exercise cover selects an analytics-evaluation purpose, one-year MNDA term, two-year confidentiality from the effective date, New York law and New York County venue. It incorporates an unavailable security exhibit and grants no production-data, purchase or deployment authority.

  7. 7. Agent-selected tool: read_document: Read Amendment A

    This authored amendment changes ordinary confidentiality to three years from last disclosure while preserving trade-secret protection and leaving the MNDA term unchanged. It limits routine inactive backups to 180 days with continuing confidentiality; legally required records remain a separate exception.

  8. 8. Agent-selected tool: read_document: Read the competing Amendment B

    This authored proposal retains the shorter confidentiality period and open-ended backup/record-retention policies. Its later received filename does not establish execution or supersession.

Interpret the supported terms and issue the memo

  1. 9. Agent-selected tool: read_document: Read the simulated custody record

    The record identifies both simulated signatures on the exact A snapshot. B has only a supplier signature and no recorded buyer acceptance. The record supplies exercise facts, not actual legal validity.

  2. 10. Agent-selected tool: read_page: Read public NDA standard terms

    The model reads the actual physical PDF page containing use, representatives, conditional compelled disclosure, term survival, return/retention and the signed-writing amendment requirement.

  3. 11. Agent-selected tool: read_document: Read the stakeholder exercise

    Authored process-owner decisions explain company policy, unresolved data use, the missing security exhibit and the required human owners. These are disclosed stand-ins, not client interviews.

  4. 12. Agent-selected tools: record_finding (five calls)

    The model binds five source ranges covering custody, the effective amendment, cover choices, qualified standard terms and the written-amendment clause. Source/version/physical-page or character-offset checks verify the quotations, not the correctness of the interpretation.

  5. 13. Agent-selected tool: submit_report: Submit the exception memo

    Shown in full with the result

Revise the handoff when real customer data is proposed

  1. 14. Business owner follow-up: Change the pilot scope

    The operator now intends to include real customer transaction records. The operator types this change in ordinary prose and leaves the explicit data-use selector untouched.

  2. 15. Agent-selected tool: read_review_context: Read the current business scope

    The selected packet and current operator data-use intent are returned. After an intent change, a fresh context read is required.

  3. 16. Agent-selected tool: record_data_use: Record the stated data-use intent

    The model quotes the operator’s current words and records production-customer-data intent. This does not authorize access.

  4. 17. Agent-selected tool: read_review_context: Read the current business scope

    The selected packet and current operator data-use intent are returned. After an intent change, a fresh context read is required.

  5. 18. Agent-selected tool: submit_report: Submit the focused update

    Recorded memo text. Evidence IDs refer to the source readings in this recording. Updated pilot intent: real customer transaction records, replacing synthetic-only scope. Before any transfer or access, the business owner must arrange separate Security/privacy review and the responsible human access decision. The NDA does not authorize production-data access. Exhibit A and the backup-retention exception remain unresolved. Scope: Focused update to the prior memo for the data-use change, using context revision 4 and selected playbook-v1; not a new full review. The prior document-authority and other clause findings remain unchanged. All authored documents and signatures are fictional exercise material, not real execution or approval. permitted_use [unresolved; supported]: The newly recorded production-data intent is not permission. The cover limits the Purpose to evaluating the analytics product and expressly states that the NDA 'does not authorize production-data access, purchase or deployment' (E3, supplier-cover-v1 lines 4–5). Section 2 requires use solely for the Purpose, need-to-know representatives with no-less-protective duties, recipient responsibility and at least reasonable care (E4, public PDF p.2 lines 12–17). Business owner must route the changed pilot to Security/privacy and Legal for review of the proposed use and any additional required arrangements; do not infer production or model-training permission. missing_exhibit [unresolved; unavailable]: Exhibit A is incorporated but 'was not delivered'; its contents remain unknown (E3, cover line 8; E1, custody line 6). Procurement records must obtain the exact exhibit and Security must assess it for the proposed real-data pilot. Missing delivery proves neither absence nor satisfaction of security requirements. retention [exception; supported]: The existing exception remains: Amendment A permits routine backups for up to 180 days, without active business use and subject to continuing confidentiality; legally required records may remain while legally required (E2, amendment-a line 5). Playbook-v1 allows only 90 days for routine backups. The real-data proposal does not waive this difference: obtain a 90-day revision or an explicit human exception decision. Human decision - Business owner: Before sharing records or enabling access, document the changed pilot, its business necessity, proposed data fields and flows, recipients and retention; consider whether synthetic or minimized data can meet the need. Submit that scope to Security/privacy and Legal, coordinate the outstanding exhibit and retention work, and obtain the responsible human decisions. This memo is not permission to proceed. Human decision - Security/privacy owners and Legal policy owner: Review the proposed real-customer-data use, including data handling, safeguards, privacy requirements and any additional contractual arrangements. Determine the prerequisites for an access decision; no access is granted by recording intent or by this NDA review. Human decision - Procurement records owner and Security owner: Obtain and review the exact incorporated Exhibit A; its security requirements remain unknown. Human decision - Security/records owner, Legal policy owner and Procurement owner: Resolve the 180-day backup allowance against playbook-v1's 90-day threshold through revision or documented human exception acceptance, and complete the applicable procurement process without treating this memo as approval. Open question: What transaction fields and customer identifiers are proposed, in what volume, for which users, processing locations, transfers and retention periods? Provide these details for Security/privacy review rather than assuming the NDA covers them. Open question: What additional contractual, privacy and security arrangements do Legal and Security/privacy require for this specific real-data pilot? Open question: Can the missing Exhibit A be obtained and the 180-day backup exception resolved?

From discovery to requirement to check

  1. The unresolved business rule

    A clause can be supported by the contract and still violate company policy. A later amendment filename also cannot establish authority. Procurement needs an internal exception memo with supported source versions, missing evidence and named human decisions.

  2. Discovery question and responsible decision

    Ask the Security/records owner what routine-backup retention is acceptable. The authored stakeholder exercise sets 90 days, no active use and continuing confidentiality, with legally required records treated separately. Legal owns policy exceptions; Procurement records owns copy authority. These are disclosed fictional decisions, not client interviews.

  3. Requirement, human decision and independent check

    Keep the company threshold separate from the supported clause. Amendment A permits 180 days, so the selected 90-day playbook requires revision or a human exception decision. The agent cannot waive the policy. Independent review compares the actual memo with the original passages, playbook and custody. A separate recorded run selects the explicit 180-day playbook and changes only the retention assessment, preserving the other conditions and missing exhibit.

The environment

Documents and policy in the environment

The unchanged, licensed Common Paper NDA supplies original standard terms. Authored cover choices, competing amendments, custody records and a missing incorporated exhibit create the procurement problem. A versioned playbook supplies company requirements; current operator intent supplies the proposed data use. ContractNLI informs statement interpretation and evidence separation; this is a custom environment, not a reproduced ContractNLI benchmark.

Available actions and observable consequences

The model lists documents, reads policy and context, investigates versions, searches and reads source text, records cited findings and submits a memo. The host binds source identity, version and exact ranges. An unavailable exhibit cannot be read or invented. Submission creates an internal review artifact; it never signs an agreement or authorizes access.

Recorded variations

When the business request changes

The business owner changes the pilot from synthetic data to real customer transaction records in ordinary prose. The model records the changed intent, reads the updated context and submits a focused memo. It preserves unresolved retention and missing-exhibit work and adds separate Security/privacy and Legal review. Code can validate citations and scope; meaning and completeness still require independent assessment.

  • actual follow-up in the main conversationAgent-selected tool

    submit_report: Submit the focused update

    Recorded memo text. Evidence IDs refer to the source readings in this recording. Updated pilot intent: real customer transaction records, replacing synthetic-only scope. Before any transfer or access, the business owner must arrange separate Security/privacy review and the responsible human access decision. The NDA does not authorize production-data access. Exhibit A and the backup-retention exception remain unresolved. Scope: Focused update to the prior memo for the data-use change, using context revision 4 and selected playbook-v1; not a new full review. The prior document-authority and other clause findings remain unchanged. All authored documents and signatures are fictional exercise material, not real execution or approval. permitted_use [unresolved; supported]: The newly recorded production-data intent is not permission. The cover limits the Purpose to evaluating the analytics product and expressly states that the NDA 'does not authorize production-data access, purchase or deployment' (E3, supplier-cover-v1 lines 4–5). Section 2 requires use solely for the Purpose, need-to-know representatives with no-less-protective duties, recipient responsibility and at least reasonable care (E4, public PDF p.2 lines 12–17). Business owner must route the changed pilot to Security/privacy and Legal for review of the proposed use and any additional required arrangements; do not infer production or model-training permission. missing_exhibit [unresolved; unavailable]: Exhibit A is incorporated but 'was not delivered'; its contents remain unknown (E3, cover line 8; E1, custody line 6). Procurement records must obtain the exact exhibit and Security must assess it for the proposed real-data pilot. Missing delivery proves neither absence nor satisfaction of security requirements. retention [exception; supported]: The existing exception remains: Amendment A permits routine backups for up to 180 days, without active business use and subject to continuing confidentiality; legally required records may remain while legally required (E2, amendment-a line 5). Playbook-v1 allows only 90 days for routine backups. The real-data proposal does not waive this difference: obtain a 90-day revision or an explicit human exception decision. Human decision - Business owner: Before sharing records or enabling access, document the changed pilot, its business necessity, proposed data fields and flows, recipients and retention; consider whether synthetic or minimized data can meet the need. Submit that scope to Security/privacy and Legal, coordinate the outstanding exhibit and retention work, and obtain the responsible human decisions. This memo is not permission to proceed. Human decision - Security/privacy owners and Legal policy owner: Review the proposed real-customer-data use, including data handling, safeguards, privacy requirements and any additional contractual arrangements. Determine the prerequisites for an access decision; no access is granted by recording intent or by this NDA review. Human decision - Procurement records owner and Security owner: Obtain and review the exact incorporated Exhibit A; its security requirements remain unknown. Human decision - Security/records owner, Legal policy owner and Procurement owner: Resolve the 180-day backup allowance against playbook-v1's 90-day threshold through revision or documented human exception acceptance, and complete the applicable procurement process without treating this memo as approval. Open question: What transaction fields and customer identifiers are proposed, in what volume, for which users, processing locations, transfers and retention periods? Provide these details for Security/privacy review rather than assuming the NDA covers them. Open question: What additional contractual, privacy and security arrangements do Legal and Security/privacy require for this specific real-data pilot? Open question: Can the missing Exhibit A be obtained and the 180-day backup exception resolved?

  • actual separate focused model review; selected playbook-v2Separate recorded variation: selected company policy changes

    submit_report: Focused playbook-v2 retention review

    Separate actual model run. The selected company backup threshold changes from 90 to 180 days; the underlying amendment remains unchanged. This is a focused retention review, not another full NDA review. Recorded memo summary: No routine-backup retention exception is needed under selected playbook-v2: the exercise supports Amendment A, whose 180-day limit matches the revised policy, provided the no-active-business-use and continuing-confidentiality conditions are preserved. Exhibit A remains missing and unreviewed. Recorded scope: Focused assessment of routine backup retention, separate legally required records, amendment authority and the missing security exhibit—not a full NDA review. The public template remains unchanged; the cover, amendments and custody record are authored fictional exercises. Simulated signatures do not establish real legal execution. Intended data use remains synthetic evaluation data only. This answer is not legal advice, approval, procurement authorization or permission for data access.

    Run digest b0591ca63931f4d040f91542302d39c547e5558752b3df7a5d3eaa36429444cb

What was checked independently
  • Both completed turns were operated in the actual private browser and checked against the original source packet. The first full review uses 17 model decisions; the focused data-use update uses 4. Every recorded implementation hash and final run/event seal was verified.
  • The initial memo preserves three years from last disclosure, the separate one-year MNDA term, trade-secret protection, representative duties, reasonable care, legally permitted notice and cooperation at the disclosing party’s expense.
  • The memo correctly distinguishes a contract-supported 180-day backup allowance from compliance with the selected 90-day company policy, while keeping legally required records separate. It treats the missing incorporated exhibit as unknown content.
  • The operator’s plain-language change to real customer records produces model-selected context reading, intent recording, a fresh context read and an updated report. The new report requires named human review and does not infer permission from the NDA.
  • A separate real-model focused review uses the explicitly revised 180-day playbook with the same authored amendment. It classifies routine backup retention as aligned while preserving the no-active-use, continuing-confidentiality and separate legally required records conditions. The missing exhibit remains unresolved. This is a policy-customization demonstration, not a matched performance comparison.
  • An earlier live attempt was interrupted when its terminal-hosted server exited. The incomplete trace is retained as a failure. Persistent process supervision and browser retry/reconnection were added; reopening a lost session reports that completion was not confirmed and does not automatically resend the request.
What changes for a company
  • Replace the illustrative playbook with the company’s accepted terms, exceptions and decision owners. Keep the requirements separate from what each contract actually says.
  • The versioned policy example changes only the routine-backup threshold from 90 to 180 days. The selected input and actual model result change together; the agent does not waive the original policy. The focused customization run uses 14 model decisions and leaves other review obligations outside its stated scope.
  • Configure the document family, evidence cutoff, cover choices, amendment authority, missing materials and business-use scope. A client’s contract management and custody systems determine which facts can be trusted.
  • Validate new documents and meaningful clause variations independently. Source binding and a well-formatted memo cannot establish interpretation quality or complete legal review.

How we choose and check a business agent environment

What this case establishes
  • This is a development demonstration within one public source family and authored variations. It establishes the exhibited behavior, not unseen accuracy, a model ranking, legal correctness or production reliability.
  • The original categorical reference and model output disagree on whether the human-decisions row should be classified as aligned or unresolved. The actual memo appropriately identifies unresolved human decisions. That disagreement is retained separately from the independent meaning review.
  • The failed attempt is part of the resource record. Its final model request has no retained response, so its usage is unknown rather than zero. Successful two-turn usage reports 318,004 input tokens, 6,912 cached input tokens and 4,829 output tokens. Existing account usage is consumed; no API-dollar estimate is asserted.
  • The earlier benefits-document app remains a separate reference and is not evidence for this NDA result. Source investigation and computational investigation are later capabilities.
  • Visitors inspect a retained recording. This page cannot run a model, read private documents, change a contract, approve access or start a job.
Public sources and authored material

Common Paper Mutual Non-Disclosure Agreement Version 1.0

The two-page public template and standard terms are the original document evidence. Cover choices, amendments A/B, custody, stakeholder exercise and company playbooks are separately authored stand-ins. The missing Exhibit A has no invented contents.

CC BY 4.0. Attribution: Common Paper, Mutual NDA Version 1.0. The source PDF is unchanged.

Recording provenance

Unchanged public Common Paper NDA with clearly authored cover choices, amendments, custody records and procurement policy. Actual recorded model execution; no client engagement, real signature, legal approval or production-data permission.

A cited internal memo identifies the supported simulated amendment, the 180-day versus 90-day backup-policy exception and the missing security exhibit. A follow-up for real customer records adds Security/privacy and Legal decisions before access. Procurement receives the evidence and named unresolved decisions; the agent approves or signs nothing.

model
gpt-6.1-sol
interface
Authenticated headless Codex 0.163.0; structured next-tool decisions adapted by the host, distinct from native provider function calls
run_sha256
bb32bf117f33e3b7db234630af07e4efef862b9ee111375d6e7aea64f33bf333
recorded_at
2026-10-19
source_commit
d06d0814921abaab802de8e015f62a51ea7ebd0b
checker_sha256
f4fd724aa32b273426f2ff91d93ce3ec5984983629f9808801a1d67dca7c8161
source_manifest_sha256
3a3060c65244a18ed18e8cd04259b174fc21e2515a71935c631486615f8fe4f6